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Tennessee Foreign LLC Registration

The fee, the form, what triggers registration in Tennessee, and how to file.

State filing fee $300 one-time
Registered agent $125/year based on Northwest RA
Estimated total $1,875
Tennessee data last reviewed Oct 9, 2026 · sos.tn.gov Totals include the $300 filing fee once, Northwest RA at $125/year, and Tennessee recurring state costs over the selected period.

Foreign Qualification

Filing fee
$300
Form
Application for Certificate of Authority - Foreign Limited Liability Company (Form SS-4233)
Annual obligation
$300/year + $100/year minimum franchise tax
Processing time
Tennessee publishes no standing turnaround for this filing
Estimated year 1 cost
$700
Note: The $300 annual report fee is a minimum, not a flat fee. Tennessee charges $50 per member, so an LLC with six or fewer members pays $300 and a larger one pays more, up to a maximum of $3,000. The same $50 per member calculation sets the fee to register the LLC in Tennessee in the first place. If the LLC began doing business in Tennessee more than one year before application approval, include a Letter of Good Standing from the Tennessee Department of Revenue as well as the home-state certificate of existence. Contact the Secretary of State for the correct additional filing amount when reporting an earlier commencement date.
Visit Tennessee Secretary of State ↗

Need to register your LLC in Tennessee?

Northwest files the foreign registration and serves as your registered agent in Tennessee, which the filing requires. Only need an agent? Northwest's registered agent service alone is $125/year.

Have Northwest register your LLC in Tennessee ↗
$225 + the state fee · One year of registered agent included

Filing it yourself? Go to the official Tennessee SOS portal ↗

Other registered agent options 2 alternatives
Registered Agents Inc
$200/year · Report filing included, state fees extra
Visit site ↗
Harbor Compliance
$99 first year, then $159/year · Full-service compliance option
Visit site ↗

What triggers foreign qualification in Tennessee?

  • Physical office or place of business
  • Employees working in the state
  • Remote employees working from Tennessee; the statute lists no remote-worker exemption

Important to know

  • Must register for franchise and excise tax in addition to foreign qualification
What does NOT require registration in Tennessee 12 activities

Tennessee carves 12 activities out by statute. On their own, none of them requires a foreign LLC to register.

  • Maintaining, defending, or settling a proceeding, claim, or dispute
  • Holding meetings of members or representatives, or carrying on internal affairs
  • Maintaining bank accounts
  • Maintaining a transfer, exchange, or registration office for the company's own securities
  • Selling through independent contractors
  • Soliciting or taking orders that must be accepted outside the state
  • Creating or acquiring debts, deeds of trust, mortgages, or security interests
  • Collecting debts or enforcing mortgages, deeds of trust, and security interests
  • Owning real or personal property, and nothing more, including managing and renting foreclosed real property for a reasonable time while liquidating it
  • A single isolated transaction completed within one month and not one of repeated transactions of a like nature
  • Transacting business in interstate commerce
  • Acting as a member or manager of a domestic or foreign LLC

Under T.C.A. Section 48-249-902, which governs foreign LLCs registered from 2006 on; earlier registrants moved under it at their first annual report due on or after January 1, 2006, so the older Section 48-246-102 now matters mainly for history. Tennessee states the isolated-transaction window as one month, not a day count.

Forming a new LLC in Tennessee instead? $300 to form
Formation fee
$300
Annual cost
$300/year + $100/year minimum franchise tax
State income tax
No state income tax. Franchise and excise tax applies to businesses.
Privacy
Conditional
Tennessee charges $50 per member to file the Articles of Organization, with a minimum of $300 and a maximum of $3,000. The $300 figure is the floor for a company with six members or fewer, not a flat fee. A seven-member LLC pays $350. Form SS-4270. Tennessee also requires franchise and excise tax registration for businesses operating in the state. Whether your name reaches the public record depends on how you set the LLC up. Tennessee requires no member or manager name on the articles of organization. The annual report names managers or directors only if you elect manager-managed or director-managed, and names officers only if the LLC has any. A member-managed Tennessee LLC with no officers names no owner on any state filing.
Sources 13 pages

The official pages behind the figures on this page, with the date we last read each one. How we check.

Fees and costs

Deadlines and processing

Penalties and reinstatement

Forms and filing

More Tennessee guides

Already operating without registering?Civil penalty, back fees and court access in Tennessee, statute-cited ↗ Not sure Tennessee applies to you?What counts as doing business, and what does not ↗ Changing your registered agent?The form, the fee and the steps in Tennessee ↗ Operating in more than one state?Free 3-question check of where you must register ↗

This page provides general information based on publicly available state requirements. It is not legal advice. Verify with the Tennessee SOS before filing.